Post-Closing Net Worth Requirement Sample Clauses

Post-Closing Net Worth Requirement. Seller hereby covenants that, from the Closing Date through November 30, 2017 (the “Survival Period”), or, in the event Buyer has properly brought an action against Seller for the breach of any of Seller's representations, warranties, covenants and agreements that expressly survive Closing, to the conclusion of such action, Seller shall have and maintain a net worth of no less than the Cap on Seller’s Liability. By signing this Agreement in the signature place provided below, KBS REIT Properties, LLC, a Delaware limited liability company, covenants and agrees that Seller shall comply with the provisions of this Section 15.21. The provisions of this Section 15.21 shall survive the Closing through the date that Seller is obligated to comply with the provisions of this Section 15.21.
Sample 1
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Post-Closing Net Worth Requirement. For the period of fifteen (15) months after the Closing Date (the “Post-Closing Net Worth Period”), the Seller Parties shall maintain, in the aggregate among all Seller Parties, a net worth of not less than Six Million and 00/100 Dollars ($6,000,000.00) (the “Net Worth Amount”); provided, however, that the Seller Parties shall be permitted to satisfy all or any portion of such Net Worth Amount, from time to time, by delivering to the Purchaser Parties any combination of a letter of credit from any financial institution securing the Seller Parties’ post-Closing obligations hereunder during all or the applicable portion of the Post-Closing Net Worth Period and/or a guaranty from any other Person guaranteeing the Seller Parties’ post-Closing obligations hereunder during all or the applicable portion of the Post-Closing Net Worth Period, whereupon and during which the face amount of such letter of credit and/or the net worth of the guarantor shall be counted dollar for dollar towards the Net Worth Amount independent of any negative net worth of the Seller Parties for purposes of determining the collective Net Worth Amount hereunder. For example, if the Seller Parties have a negative net worth of One Million and 00/100 Dollars (($1,000,000.00)), then the Net Worth Amount may be satisfied by the Seller Parties delivering to the Purchaser Parties a letter of credit in the face amount of Three Million and 00/100 Dollars ($3,000,000.00) and a guaranty from a guarantor with a net worth of Three Million and 00/100 Dollars ($3,000,000.00).
Sample 1
Post-Closing Net Worth Requirement. Seller hereby covenants that, from the Closing Date to the end of the six (6) month period following the Closing Date (the “Survival Period”), or, in the event Buyer has properly delivered written notice (in accordance with the provisions of Section 15.6(d)) to Seller prior to the expiration of the Survival Period for the breach of any of Seller's representations and warranties and has, no later than thirty (30) calendar days following the expiration of the Survival Period, brought an action with respect to any such breach claimed in such written notice, to the conclusion of such action, Seller shall maintain, or have access to, assets of no less than Five Million Seven Hundred Fifty Thousand and No/100 Dollars ($5,750,000.00). The provisions of this Section 15.23 shall survive the Close of Escrow for a period of six (6) months.
Sample 1

Related to Post-Closing Net Worth Requirement

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

  • Minimum Tangible Net Worth The Parent and the Borrower shall not permit Tangible Net Worth at any time to be less than (i) $731,508,263 plus (ii) 75% of the Net Proceeds of all Equity Issuances effected at any time after the Agreement by the Parent, the Borrower or any of the Subsidiaries of the Parent to any Person other than the Parent, the Borrower or any of the Subsidiaries of the Parent.

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Asset Coverage Ratio The Borrower will not permit the Asset Coverage Ratio to be less than 1.50 to 1 at any time.

  • Closing Availability After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ Indebtedness, liabilities, and obligations current, Availability shall not be less than $20,000,000.

  • Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove. a) At closing, Seller shall do the following: 1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances. b) At closing, Buyer shall do the following: 1. Execute and provide at closing, all documents reasonably required by the City for closing. 2. Tender payment at closing for the purchase price and all associated closing costs described herein.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

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